Cliff represents and advises clients as corporate counsel and business advisor in corporate matters including mergers and acquisitions, leverage buyouts and financial and corporate financings. He has extensive experience dealing with boards of directors, corporate governance and succession of management issues.

He served as counsel to the Special Committee of Noland Company in its sale in early 2005, as counsel to the Special Committee of Overnite Corporation in its sale for $1.25 billion to UPS, and as counsel to the Special Committee of Roanoke Electric Steel Corporation in its sale to Steel Dynamics, Inc. He represented Cumberland Resources and Affiliates in its sale to Massey Energy Company for $960 million.

Cliff was general counsel of James River Corporation and Fort James Corporation, a Fortune 200 company from February 1990 until the end of 2000, when it merged with Georgia-Pacific Corporation in a deal valued at $11 billion. He represented James River Corporation and Fort James Corporate as either outside counsel or general counsel in more than 50 mergers and acquisitions. He represented Smithfield Foods Company in its $250 million acquisition of Packerland Packing Company. In addition, he advised Circuit City Stores in its sale of approximately 10% of CarMax Group common stock through a public offering, and in connection with the separation of CarMax, Inc. from Circuit City Stores.